** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 40-F**

 

**o****REGISTRATION STATEMENTPURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x****ANNUAL REPORT PURSUANT TOSECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

 
| **For the  fiscal year ended****December 31,  2007** |   | **Commission  File Number 000-24876** |
|-----------------------------------------------------------|--------|---------------------------------------|

 

**TELUS Corporation**

(Exact Name of Registrant asspecified in its charter)

 

**British Columbia, Canada**

(Province or otherjurisdiction of incorporation or organization)

 

**4812**

(Primary Standard IndustrialClassification Code Number (if applicable))

 

**8 – 555 Robson StreetVancouver, British Columbia  V6B 3K9,Canada(604) 697-8044**

(Address and telephonenumber of Registrant’s principal executive offices)

 

**CT Corporation System, 111Eighth Avenue, 13th FloorNew York, New York 10011**

** **

**(212) 590-9200**

(Name, Address (includingzip code) and Telephone Number of Agent

for Service in the UnitedStates)

 

Securities registeredpursuant to section 12(b) of the Act.

 

| ** **              | ** ** | **Name of each exchange**   |
|-------------------------|------------|-----------------------------|
| **Title of Each Class** | ** ** | **On Which Registered**     |
| ** **              | ** ** | ** **                  |
| **Non-Voting Shares**   | ** ** | **New York Stock Exchange** |

 

Securities registered or tobe registered pursuant to Section 12(g) of the Act.

 

**None**

(Title of Class)

 

Securities for which thereis a reporting obligation pursuant to Section 15(d) of the Act.

** **

**8.0% Notes due 2011**

**5.00% Notesdue 2013**

**4.50% Notesdue 2012**

**4.95% Notesdue 2017**(Title of Class)

 

For annual reports, indicateby check mark the information filed with this Form:

 
| x Annual information form |   | x Audited annual financial  statements |
|---------------------------|--------|----------------------------------------|

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of December 31, 2007:

 

175,766,114 Common VotingShares and 148,581,171 Non-Voting Shares

 

Indicate by check mark whether the Registrant byfiling the information contained in this Form is also thereby furnishingthe information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the filing number assigned to the Registrant in connection with suchRule.

 
| Yes         82-       | No x |   | ** ** |   |
|-----------------------------------------------------------------------------------|------|--------|------------|--------|

 

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.

 
| Yes x | No o |   | ** ** |   |
|-------|------|--------|------------|--------|

 

 

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**TABLE OF CONTENTS**

 
| CONTROLS AND PROCEDURES                        | 3 |
|------------------------------------------------|---|
| IDENTIFICATION OF AUDIT COMMITTEE              | 3 |
| AUDIT COMMITTEE FINANCIAL EXPERT               | 3 |
| CODE OF ETHICS                                 | 3 |
| PRINCIPAL ACCOUNTANT FEES  AND SERVICES        | 4 |
| OFF-BALANCE SHEET ARRANGEMENTS                 | 5 |
| TABULAR DISCLOSURE OF CONTRACTUAL  OBLIGATIONS | 5 |
| UNDERTAKING                                    | 5 |
| SIGNATURES                                     | 6 |
| EXHIBIT INDEX                                  | 7 |

 

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# **CONTROLSAND PROCEDURES**

 

**DisclosureControls and Procedures**

 

Based on the Registrant’sevaluation as of December 31, 2007 of the effectiveness of the design andoperations of the Registrant’s disclosure controls and procedures under thesupervision of the Audit Committee, including the Registrant’s Chief ExecutiveOfficer and Chief Financial Officer, the Chief Executive Officer and ChiefFinancial Officer have concluded that the Registrant’s disclosure controls andprocedures as defined in Rule 13a-15(e) under the Securities andExchange Act of 1934 (the “Exchange Act”) are effective to ensure thatinformation required to be disclosed by the Registrant in reports that it filesor submits under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the United States Securities andExchange Commission (“SEC”) rules and forms.

 

**Management’sAnnual Report on Internal Control over Financial Reporting**

 

Thereport of management on our internal control over financial reporting islocated under the heading “Management’s Annual Report on Internal Control OverFinancial Reporting” in our audited consolidated financial statements, whichare filed as Exhibit 99.4 to this annual report on Form 40-F and isincorporated by reference herein.

 

**AttestationReport of the Registered Public Accounting Firm**

 

Theattestation report on our internal control over financial reporting is locatedunder the heading “Report of Independent Registered Chartered Accountants” inour audited consolidated financial statements, which are filed as Exhibit 99.4to this annual report on Form 40-F and is incorporated by referenceherein.

 

**Changesin Internal Controls**

 

Therewere no changes in our internal control over financial reporting identified inconnection with the above evaluation that occurred during the period covered bythis annual report on Form 40-F that have materially affected, or arereasonably likely to materially affect, our internal control over financialreporting.

# ** **

# **IDENTIFICATION OF AUDITCOMMITTEE**

 

TELUShas a separately designated standing Audit Committee.  The current members of the Audit Committeeare Brian F. MacNeill (Chair), Micheline Bouchard, Pierre Ducros, Ruston Goepeland Ron Triffo.  All members of theCommittee are “independent” as such term is defined under applicable securitieslaws and applicable New York Stock Exchange (“NYSE”) rules.

 

# **AUDIT COMMITTEE FINANCIAL EXPERT**

 

TheBoard of Directors (the “Board”) of TELUS Corporation (“TELUS” or the “Registrant”)has determined that the Audit Committee Chair is an “audit committee financialexpert” as such term is defined by U.S. securities laws and “independent” asnoted above.  The information containedunder the heading “Audit Committee” on page 39 of TELUS’ 2007 AnnualInformation Form, filed as Exhibit 99.3 to this annual report on Form 40-F, isincorporated by reference herein.

# ** **

# **CODEOF ETHICS**

 

TheRegistrant has adopted an Ethics Policy that applies to all directors,officers, including the Chief Executive Officer and the Chief FinancialOfficer, and employees.  The Policy hasbeen posted on the Registrant’s Internet website at telus.com.  The Policy is also available to any person,upon request, 

 

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withoutcharge by contacting TELUS Investor Relations at 1-800-667-4871 or 555 RobsonStreet, Vancouver, B.C. V6B 3K9.

 

# **The Board amended the Policy in February 2007to add guidance and expectations of team members in regards to the Company’scommitment to environmental leadership and sustainable development, provideinformation concerning the Company’s record retention policy, and to make otheramendments that were housekeeping in nature.**

 

# **PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

Thefollowing table is a summary of billing by Deloitte & Touche, LLP, asexternal auditors of TELUS, during the period from January 1, 2007 to December 31,2007:

 

| **Type of work** | ** ** | **Deloitte & Touche** | ** **    | **%**      | ** ** |
|----------------------------|------------|-------------------------------------|---------------|------------|------------|
| Audit fees                 |       | $                                   | 4,087,308     |       | 94.6       |   |
| Audit-related fees         |       | $                                   | 203,191       |       | 4.7        |   |
| Tax fees                   |       | $                                   | 30,000        |       | 0.7        |   |
| All other fees             |       | —                              |          | —     |       |
| **Total**                  | ** ** | **$**                               | **4,320,499** | ** ** | **100**    | ** ** |

 

Thefollowing table is a summary of billing by Deloitte & Touche, LLP, asexternal auditors of TELUS, during the period from January 1, 2006 to December 31,2006:

 

| **Type of work** | ** ** | **Deloitte & Touche** | ** **    | **%**      | ** ** |
|----------------------------|------------|-------------------------------------|---------------|------------|------------|
| Audit fees                 |       | $                                   | 3,857,244     |       | 94.11      |   |
| Audit-related fees         |       | $                                   | 162,000       |       | 4.06       |   |
| Tax fees                   |       | $                                   | 72,763        |       | 1.83       |   |
| All other fees             |       |                                |          |       |       |
| **Total**                  | ** ** | **$**                               | **4,092,007** | ** ** | **100**    | ** ** |

 

TELUS’policy regarding pre-approval of all audit, audit related and non-auditservices provided by its External Auditor is based upon compliance with theSarbanes-Oxley Act of 2002, the subsequent implementation rule from theSEC titled “Final Rule: Strengthening the Commission’s Requirements RegardingAuditor Independence” and any additional determinations regarding impermissibleservices issued by the Public Company Accounting Oversight Board (PCAOB).

 

Allrequests for non-prohibited audit, audit related and non-audit servicesprovided by TELUS’ External Auditor and its affiliates to TELUS are required tobe pre-approved by the Audit Committee of TELUS’ Board of Directors.  To enable this, TELUS has implemented aprocess by which all requests for services involving the External Auditor arerouted for review by the VP Risk Management and Chief Internal Auditor tovalidate that the requested service is a non-prohibited service and to verifythat there is a compelling business reason for the request.  If the request passes this review, it is thenforwarded to the Chief Financial Officer for further review.  Pending the Chief Financial Officer’saffirmation, the request is then presented to the Audit Committee for itsreview, evaluation and pre-approval or denial at its next scheduled quarterlymeeting.  If the timing of the request isurgent, it is provided to the Audit Committee Chair for his review, evaluationand pre-approval or denial on behalf of the Audit Committee (with the fullcommittee’s review at the next scheduled quarterly meeting).  Throughout the year, the Audit Committeemonitors the actual versus approved expenditure for each of the approvedrequests.

 

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# **OFF-BALANCESHEET ARRANGEMENTS**

 

The Registrant has no off-balance sheet arrangements.

 

# **TABULARDISCLOSURE OF CONTRACTUAL OBLIGATIONS**

 

Theinformation provided under the heading “Contractual Obligations” set forthunder the heading “Commitments and Contingent Liabilities” set forth in the Management’sDiscussion and Analysis filed as Exhibit 99.4to this annual report on Form 40-F, is incorporated by reference herein.

 

# **UNDERTAKING**

 

Registrant undertakesto make available, in person or by telephone, representatives to respond toinquiries made by the SEC staff, and to furnish promptly, when requested to doso by the SEC staff, information relating to: the securities registeredpursuant to Form 40-F; the securities in relation to which the obligationto file an annual report on Form 40-F arises; or transactions in saidsecurities.

 

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# **SIGNATURES**

 

Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this annualreport to be signed on its behalf by the undersigned, thereto duly authorized.

 

Registrant:   TELUSCorporation

 

 
| By:                                   | *“Audrey Ho”*                 |   |
|---------------------------------------|-----------------------------------------|--------|
|                                  | Audrey T. Ho                            |
|                                  | Senior Vice President,  General Counsel |
|                                  | and Corporate Secretary                 |
|                                  |                                    |
| Date:  March 14,  2008 |

 

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# **EXHIBITINDEX**

 

The following documents arefiled as exhibits to this Form 40-F:

 
| **Exhibit** | ** ** | ** **                                                                                                                                    |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  | ** ** | **Document**                                                                                                                                  |
|        |       |                                                                                                                                          |
| 99.1.       |       | Certification  of Chief Executive Officer and Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act                 |
|        |       |                                                                                                                                          |
| 99.2.       |       | Certification  of Chief Executive Officer and Chief Financial Officer pursuant to  Section 906 of the Sarbanes-Oxley Act                 |
|        |       |                                                                                                                                          |
| 99.3.       |       | Annual  Information Form dated March 14, 2008                                                                                       |
|        |       |                                                                                                                                          |
| 99.4.       |       | Audited  Consolidated Financial Statements as at and for the year ended  December 31, 2007 and Management’s Discussion and Analysis |
|        |       |                                                                                                                                          |
| 99.5.       |       | Consent  of Independent Registered Chartered Accountants                                                                                      |
|        |       |                                                                                                                                          |
| 99.6.       |       | Amended  2007 Ethics Policy                                                                                                                   |

 

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